FUND DISTRIBUTION AGREEMENT
Between
JEFFERSON PILOT VARIABLE FUND, INC.
and
JEFFERSON PILOT VARIABLE CORPORATION
Table of Contents
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1. Appointment of the Distributor 2
2. Exclusive Nature of Duties 2
3. Sale and Redemption of Shares of the Fund 3
4. Duties of the Fund 4
5. Duties of the Distributor 5
6. Independent Contractor 6
7. Payment of Expenses 6
8. Duration and Termination of This Agreement 7
9. Governing Law 8
10. Miscellaneous 8
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FUND DISTRIBUTION AGREEMENT
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AGREEMENT made this 31ST day of December, 1997, between JEFFERSON PILOT
VARIABLE FUND, INC., a corporation organized under the laws of Maryland (the
"Fund"), and Jefferson Pilot Variable Corporation a North Carolina corporation,
(the "Distributor");
WITNESSETH:
WHEREAS, the Fund is registered under the Investment Company Act of 1940
(the "Investment Company Act") as an open-end management investment company;
WHEREAS, it is in the interest of the Fund to offer its shares for sale
continuously pursuant to a prospectus and statement of additional information,
as now and hereafter amended or supplemented (the "Prospectus") which is
currently effective under the Securities Act of 1933 (the "Securities Act"), to
Chubb Life Insurance Company of America (to be renamed Jefferson Pilot Financial
Life Insurance Company), Xxxxxxxxx Xxxxxxxx Life Insurance Company of America
and Jefferson Pilot Life Insurance Company ("Jefferson Pilot") for allocation
their various separate accounts and to any other separate accounts of Jefferson
Pilot or any of its affiliated insurance companies or to separate accounts of
unaffiliated insurance companies that have entered into a Participation
Agreement with the Fund (all eligible purchasers of such shares being referred
to collectively as the "Purchasers"); and
WHEREAS, the Fund is comprised of separate portfolios, listed on the
attached Schedule A, as it may be amended from time to time, each of which
pursues its investment objectives through separate investment policies;
WHEREAS, the Distributor is a broker-dealer registered with the Securities
and Exchange Commission;
WHEREAS, the Distributor is also the principal underwriter and distributor
of variable life insurance policies and variable annuities issued by Jefferson
Pilot and funded by various separate account 5; and
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WHEREAS, the Fund and the Distributor wish to enter into an agreement with
each other with respect to the continuous offering to the Purchasers of shares
of common stock, par value $.0 1 per share, of the Fund's Portfolios (the
"Shares"), in order to promote the growth of the Fund and facilitate the
distribution of its Shares.
NOW, THEREFORE, the parties agree as follows:
1. Appointment of the Distributor. The Fund hereby appoints the Distributor
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as the principal underwriter and distributor of the Fund to sell its Shares to
the Purchasers, and the Distributor hereby accepts such appointment. The Fund
during the term of this Agreement shall sell its Shares to the Purchasers at net
asset value for each Portfolio determined in the manner set forth in the
Prospectus, and upon the terms and conditions set forth below. No commission or
other fee shall be charged or paid to any person or entity in connection with
the sale of Fund Shares hereunder.
2. Exclusive Nature of Duties. The Distributor shall be the exclusive
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representative of the Fund to act as principal underwriter and distributor.
3. Sale and Redemption of Shares of the Fund.
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(a) Orders for the sale, redemption or repurchase of the Fund's Shares
shall be transmitted directly from the Purchasers to the Fund or its agent and
payments for shares shall be transmitted by the Purchasers directly to the
Fund's custodian.
(b) The Fund shall have the right to suspend the redemption of Shares of
any of its Portfolios pursuant to the conditions set forth in the Prospectus.
The Fund shall also have the right to suspend the sale of Shares of any or all
of its Portfolios at any time when it is authorized to suspend redemption of
such Shares, or at any time when there shall have occurred an extraordinary
event or circumstance which, in the reasonable judgment of the Fund, makes it
impracticable or inadvisable to continue to sell any such shares.
(c) The Fund will give the Distributor prompt notice of any such
suspension and shall promptly furnish such other information in connection with
the sale and redemption of Shares as the Distributor reasonably requests.
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On behalf of the Distributor, if requested, the Fund, or its agent, in
issuing Shares and processing redemptions and repurchase of Shares, shall
maintain a record of the time when a proper and complete order for each such
transaction was received by it and, to the extent legally required, confirm to
all Fund shareholders all transactions in the manner required by law, and shall
keep records of confirmations and all other records in connection with the sale,
redemption or repurchase of Fund shares required by, and subject to, all the
terms and conditions of Rules 17a-3 and 17a-4 under the Securities Exchange Act
of 1934. All records required by this paragraph to be maintained by the Fund or
its agent shall (i) be and remain the property of the Fund's Distributor and
(ii) be at all times subject to inspection by the Securities and Exchange
Commission in accordance with Section 17(a) of said Act. The Fund shall have
access to all records maintained hereunder and, upon reasonable request, copies
shall be furnished to the Fund.
4. Duties of the Fund.
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(a) The Fund shall furnish to the Distributor copies of all information,
financial statements and other papers which the Distributor may reasonably
request for use in connection with the distribution of Shares of the Fund. The
Fund shall also make available to the Distributor such number of copies of its
Prospectus as the Distributor shall reasonably request.
(b) The Fund shall take, from time to time, but subject to the necessary
approval of its shareholders, all necessary action to fix the number of its
authorized Shares in each Portfolio and to register Shares under the Securities
Act of 1933 ("Securities Act"), to the end that there will be available for sale
such number of Shares in each Portfolio as may reasonably be expected to be sold
and issued.
(c) The Fund shall use its best efforts to qualify and maintain the
qualification of an appropriate number of Shares of each of its Portfolios for
sale under the securities laws of such states as the Distributor and the Fund
may approve, if such qualification is required by such securities laws. Any such
qualification may be withheld, terminated or withdrawn by the Fund at any time
in its discretion. The Distributor shall furnish such information and other
material relating to its affairs and activities as may be required by the Fund
in connection with such qualification and with registration under the Securities
Act.
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(d) The Fund will furnish, in reasonable quantities upon request by the
Distributor, copies of annual and interim reports of the Fund.
(e) The Fund shall promptly notify the Distributor if the registration
or qualification of any Fund shares under any state or Federal securities laws,
or the Fund's registration under the Investment Company Act of 1940 (the "1940
Act"), is suspended or terminated, or if any governmental body or agency
institutes proceedings to terminate the offer and sale of any Fund shares in any
jurisdiction.
5. Duties of the Distributor. The Distributor shall be subject to the
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direction and control of the Fund in the sale of its shares and shall not be
obligated to sell any specific number of Shares in any Portfolios. In offering
or selling the Shares of the Fund, the Distributor shall in all respects duly
conform with the requirements of all federal and state laws and regulations and
the regulations of the National Association of Securities Dealers, Inc. (the
"NASD"), relating to the offer and sale of such securities. Neither the
Distributor nor any other person is authorized by the Fund to give any
information or to make any representations, other than those contained in the
registration statement with respect to the Fund's Shares which is effective
under the Securities Act, including any amendment thereto, or related Prospectus
and any advertising or sales literature authorized by responsible officers of
Jefferson Pilot. The Distributor, directly or through the Fund, as its agent,
shall cause any sales literature, advertising, or other similar materials to be
filed and, if necessary, approved by the NASD, the Securities and Exchange
Commission, or any other required securities regulatory body, as appropriate.
6. Independent Contractor. The Distributor shall act as an independent
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contractor and nothing herein contained shall constitute the Distributor, its
agents or representatives, or any employees thereof, as employees of the Fund in
connection with the sale of Shares of the Fund. The Distributor is responsible
for its own conduct and the employment, control and conduct of its agents and
employees and for injury to such agents or employees or to others through its
agents or employees. The Distributor assumes full responsibility for its agents
and employees under applicable statutes and agrees to pay all employer taxes
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thereunder. The Distributor will maintain at its own expense insurance against
public liability in such an amount as the Fund and the Distributor may from time
to time agree.
7. Payment of Expenses. The Distributor will, from its own resources, pay
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or cause to be paid all of the following Fund expenses and costs:
(a) The distributing to new or prospective policyowners of the Fund's
Prospectus and periodic reports, and the costs of printing copies of such
documents for this purpose, except that, to the extent counsel for the Fund
believes it to be legally permissible, the Distributor shall not be required to
bear printing and distribution costs for the Prospectus for the accounts of
existing beneficial owners of the Fund.
(b) The preparation, printing and distribution of other sales
literature, and
(c) All other expenses which are primarily for the purpose of promoting
sales of the Fund's Shares to new beneficial owners.
Other than as aforesaid, the Distributor shall not be responsible for paying
any expenses of the Fund.
8. Duration and Termination of This Agreement. This Agreement shall become
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effective as of the date first above written and shall remain in force
continuously thereafter, but only so long as such continuance is specifically
approved at least annually (as defined in the Investment Company Act) by (a) the
Board of Directors of the Fund, or by the vote of a majority of the outstanding
voting securities of the Fund, cast in person or by proxy, and (b) a majority of
those directors who are not parties to this Agreement, or interested persons of
any such party, cast in person at a meeting called for the purpose of voting
upon such approval.
This Agreement may be terminated at any time without the payment of any
penalty, by the Board of Directors of the Fund or by vote of a majority of the
outstanding voting securities of the Fund, or by the Distributor, on sixty days'
written notice to the other party. This Agreement shall automatically terminate
in the event of its assignment by either party.
The terms "vote of a majority of the outstanding voting securities" and
"interested person," when used in this Agreement, shall have the respective
meanings specified in the 1940 Act and rules thereunder.
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9. Governing Law. This Agreement shall be construed in accordance with the
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laws of the State of New Hampshire and the applicable provisions of the 1940 Act
and rules thereunder. To the extent the applicable law of the State of New
Hampshire, or any of the provisions herein, conflict with the applicable
provisions of the 1940 Act or rules thereunder, the latter shall control.
10. Miscellaneous. The Distributor shall not disclose or use any records or
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information obtained hereunder and, further, it shall keep confidential any
information obtained pursuant to its relationship with the Fund set forth
herein, and disclose such information only if the Fund has authorized such
disclosure, or if such disclosure is expressly required by appropriate Federal
or state regulatory authorities. The Distributor shall furnish state insurance
regulatory authorities with any information or reports in connection with the
services it provides to the Fund hereunder, which such authorities may request
in order to ascertain whether the variable life insurance operations of any
insurance company are being conducted in a manner consistent with applicable
laws or regulations.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written in Concord, New Hampshire.
JEFFERSON PILOT VARIABLE FUND, INC.
Attest:
By: /s/ Xxxxx X. Lease By: /s/ Xxx Xxxxxxxxx
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Title:Secretary Title:President
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JEFFERSON PILOT VARIABLE CORPORATION
Attest:
By: /s/ Xxxxx X. Lease By: /s/ Xxx Xxxxxxxxx
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Title:Secretary Title:President
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